Time Lost
by CountofMonteCristo17
Summary: Ben loved her once, but the woman who was currently holding the life of his friends for ransom wasn't the Elena he had once known. My take on what might have happened if Ben had been forced to choose between saving his friends, or losing Elena. An AU of Revenge of the Swarm.
1. Chapter 1

Ben knew what he had to do. It was his job, his responsibility, but most importantly it was his choice. This was what he had signed up for five years ago, and what he had deliberately chosen again when he decided to wear the watch once more. He was Ben Tennyson, savior of worlds, a guardian and a hero. He had saved countless planets from endless invasions, and he should have lived to save them a thousand times more, but it seemed his time had finally run out.

He had known this would happen eventually, and despite his nonchalant, cavalier attitude, Ben was fully aware of the risks being a hero posed, but he hadn't actually believed he could die so young. He was only sixteen for heaven's sake! And even though he supposed he had lived more in his short sixteen years than others did with a lifetime, he couldn't help but feel he was being cheated. He had dedicated the last few years of his life to saving people, but now he was the one in need of saving. He didn't regret being a hero, but now faced with this choice, he found himself wishing he had taken more time to have just been Ben.

Hopelessly, Ben cast an anxious glance over at Gwen and Kevin lying unconscious on the ground a few feet away and he couldn't help the twinge of despair that flared in his chest as he realized he was on his own. But he refused to sit back and let them die when it was within his power to save them. If only they were up against anyone else, someone who didn't make his brain stop working every time he looked at her, or his heart clench with longing. If only his stupid emotions would let him think clearly then maybe he could find another way out of their current predicament, but there was too much personal history and he couldn't separate past feeling for present facts.

"Ben." She called, and he was drawn to the sound of her voice. Tearing his eyes away from his cousin and best friend he turned to face her.

"Elena." He whispered back.

"Please Ben." She pleaded, "I can give you everything you've ever wanted. I can make you happy. Just come to me." And she extended her hand towards him, reaching.

She was a siren, luring him in closer and closer until she could reach out and pull him beneath the waves, and in spite of his better judgement, some deeper part of him rang with _wanting_. He wanted her and he wanted everything she promised just as badly and desperately as she wanted him. He reciprocated her neediness, because really, when was the last time he had allowed himself such human indulgence? Sure he was with Julie, but he was always so busy saving the world and being a hero that they spent more time apart than together. He was losing her, and they both knew it.

Elena was offering him the chance to let go of the burden he had taken upon himself all those years ago. She was offering him the chance the cast aside the weight of the world and just live, with her, the two of them happy and together and…alone.

If only she wasn't currently holding the lives of his loved ones for ransom, he could have almost believed her.

There wasn't anything to think about really, either let Elena take him, or watch Gwen and Kevin die. Deep down, he knew the woman before him was just an echo of the person he had once loved, but as he stared into her eyes, he thought he could see the real Elena staring out at him. It might just be wishful thinking, but if even one piece of the Elena Validus he knew still existed somewhere in that hive mind of computer chips, then he had a chance to save her.

She was still waiting for him, both arms now raised in a silent invitation, and as he approached her, he wasn't Ben 10 self-sacrificing hero; he was just Ben, a human enslaved by his own emotions. This choice was being made for all the wrong reasons, but for once he found that he just didn't care. She was so beautiful, he thought, even as the Queen of the Nanochips, in her black and blue color scheme, she could still make his heart ache in yearning. He had heard the sincerity in her tone, he had heard her desperate _need_ , and though her feelings of love were twisted and misguided, Ben couldn't help himself from needing her too.

But as he finally reached her and held out his hand to take hers, he hesitated, their fingers hovering centimeters from each other.

"Ben?" she questioned softly, brows furrowed in confusion. Surprisingly she made no move to take his hand by force. It was important to her that he make this decision for himself. She wanted him to take the final step, and when he _did_ choose her over his pathetic friends then she would know for certain that he was hers forever. All he had to do was take her hand and they could be together forever, just the way it was always supposed to be.

Face to face, Ben could no longer convince himself that the alien who stood before him was who he wanted her to be. This thing was nothing more than a perverse replica, twisted by inane obsession into something he barely recognized. He finally allowed himself to see her for what she really was, and he pitied her.

The manic glint in her eyes betrayed her depravity; making the rational part of his mind shudder and the human part of him weep. In a brief moment of clarity, he not only pitied her, he also understood.

The Queen was just trying to attain the one thing she couldn't replicate, love. Intelligent though she may be, at her core, she was still just a computer program, a sentient alien computer program sure, but nevertheless a compilation of ones and zeros that couldn't crack the code on human emotions. The Queen couldn't understand what it was that had drawn Ben and Elena together, even after years apart, and it frightened her. The fact that there was something stronger than her commands was a threat that needed to be neutralized.

Ben could understand the fear of losing control. He could also understand the desire to feel human which, thanks to Elena, was something the Queen now unknowingly sought. Either way, that sense of safety and love was something she could never feel without Ben by her side. It broke his heart.

Elena had deserved so much more than this, Ben thought, but maybe by joining her, he could offer her some solace and maybe ease the ache that had been slowly building up inside of him since that night she had reappeared. He owed her that much at least. Ben hadn't realized he was crying until the Queen gently reached out a finger to brush a tear from his face.

Behind him, he could hear Kevin and Gwen beginning to stir, and as Elena's eyes narrowed in anger, Ben quickly steeled himself and took Elena's hand in his own. The Nanochip Queen abruptly returned her focus back to the hero before her, eyes wide in surprise and delight. Slowly, she brought the hand holding his to her heart and reaching out with the other, she cupped the side of his face smiling fondly. He gave her a teary-eyed smile in return. It was worth it, he thought, _she_ was worth it.

Distantly he could hear his cousin's sobbing pleas and Kevin's panicked insults, but it was too late. Ben tried to turn and face them one last time, but the Nanochips were already swarming, cocooning the two of them in a deadly embrace. For a moment time seemed to stand still, but then a terrible pain began ripping its way through him, one thousand needles piercing his skin and swallowing him whole. He couldn't help but cry out in agony and Elena was swift to wrap her arms around him.

"Hush," she whispered in his ear, "it will all be over soon." She tightened her hold, and incredibly the pain intensified as he was slowly devoured. It was then, trapped in Elena's embrace, in the midst of excruciating pain, Ben suddenly realized he had a third option. Swiftly, before she could react, Ben brought his hand down against his watch behind her back and promptly collapsed into Elena's arms. Sensing something was wrong, the Queen lowered Ben to the floor eyes now wide with panic. Using what was left of his rapidly failing strength, Ben reached out his own trembling hand to caress her cheek.

"I'm sorry." He whispered as a tear fell from his lashes. On his wrist, the Ultimatrix began to glow.

"No! What are you-?" her beautiful face marred by confusion and anger, the Nanite Queen tried to drop him and back away, but the damage was already done. The chips surrounding them began to flux in time to the pulsing of his watch, and they failed to respond to her commands.

"No!" she screamed, "No!" Crying out in rage and despair, she fell to her knees beside her betrayer and gripped his jacket tightly in her fists.

"Why Ben?" she demanded, her voice thick with emotion, "We were so close! Why couldn't you just be with me?" She choked back a sob and released her hold on him, head hanging in defeat.

This wasn't what she had wanted, not at all. She had just wanted Ben to realize that they were meant to be together. Why couldn't he see that everything she had done was for him? Wasn't she good enough?

"Elena…"

He said her name through gritted teeth, forcing himself to speak through the pain, and suddenly she hated herself for hurting him. Forcing herself to meet his gaze, she was not prepared for what she saw. Green lines had made their way up from his wrist across his face, but it was his eyes that broke her. His once soulful eyes were now emitting the same vibrant green glow as the device around his wrist. It was overwhelming him she realized with horror, and the remaining pieces of her heart shattered. What had she done?

"I'm so sorry Ben." She sobbed, desperate to make amends before it was too late.

"Elena," he murmured, "I love you."

Leaning down, she pressed her lips against his, one final apology. His eyes closed as he brought up his hand to hold her head in place. Then as the pulsing from the Ultimatrix reached its crescendo, she pulled away so their foreheads were touching and whispered, "I love you too."

Then the world around them exploded into bright light.


	2. Chapter 2

**Chapter 2**

Gwen and Kevin awoke in a pile of rubble. Pushing herself up on shaking arms, Gwen shook her head to clear the faint ringing in her ears before casting her eyes around to take in the now demolished warehouse.

Sensing movement beside her, she turned to find Kevin rising up off the floor to join her.

"Uhh," the Osmosian moaned, "Why do I feel like a building collapsed on me?"

"Because it did."

"Right. How did that happen again?"

"The last thing I remember Ben was… Oh no, Ben!" Gwen exclaimed as the previous events before the explosion came back to her in a rush. "Where's Ben?"

Together the pair looked over where to the place where Ben had been, and they felt terror squeeze their hearts.

The spot where Ben and Elena had stood was completely decimated. Rubble and debris were everywhere, and beams from the rafters and other parts of the ceiling formed a mountain of wood and concrete no human could have possibly withstood. But Ben was no ordinary human.

As one, the two rushed forward, calling out the hero's name as they struggled to unearth him. Despite her aching body, Gwen summoned what little energy she had left and started tearing through the debris, illuminating the room in a pink light. Kevin absorbed a chunk of concrete and wasted no time in heaving aside the heavier pieces, willing himself to push past the weariness in his already aching muscles. Finally after an agonizing amount of time, they reached what appeared to be the epicenter of the destruction.

"Ben!"

"Benji!"

But the pile of concrete around them seemed to absorb their desperate pleas, sucking the sound from the air in a chilling vacuum of emptiness. Kevin shuddered inwardly to hear it. It made the building sound haunted, as if it meant for nothing to disturb the sudden silence.

Suddenly cold, Gwen wrapped her arms around herself as she cast her gaze about for her cousin, but the burnet was nowhere in sight.

There was no one there. Not Ben, not Elena, and despite her distress, Gwen couldn't help but notice the distinct lack of Nanochips as well.

"No." Gwen choked out, "No, no! He's got to be here, he should be here!"

Kevin was glaring down at the empty space where Ben should have been, as if he could will him into existence through the intensity of his stare. Wordlessly he pulled Gwen into his arms and held her as she began to cry.

"Gwen." Kevin murmured into her hair, "Gwen we should call Max, tell him…tell him…"

"No!" Gwen cut him off with a fierce cry, "No! Ben is not dead, he's here. And I'm going to find him!" And she pushed herself out of Kevin's arms and raising her arms she rose up into the air. Kevin could only watch as her body began to glow brighter as pink energy formed around her fists and colored her eyes.

"Gwen!" Kevin called out in a raspy voice, "Stop! You're using too much power!"

He tried to reach out to her to pull her back, but her luminescence only grew more intense until Kevin was forced to shield his eyes with his arms.

"I- I think I can feel him." She said, voice resonating with power. "His mana is faint so it's hard to pinpoint, but…I think…"

Turning in midair, she faced a spot they had missed and pointed, "There."

Suddenly, like a dying candle, her aura began to flicker and with a sigh she fell to the ground, completely spent. Kevin caught her and set her gently on her feet.

"Gwen?" he questioned. "You still with me?"

"I'm fine, just tired…come on!" and she led them to the place she had felt Ben.

Too exhausted to use any more mana, she began franticly clawing her way thru the rocks, not caring about the blood that smeared across her hands in the process.

Together the two aliens worked, frantically searching for their missing teammate, when Gwen caught a flash of green.

"Kevin!" she cried, "He's here!" She pushed back one final rock only to let out a gasp upon seeing what she had unearthed. Ben's ultimatrix lay visible, cracked and smoldered, but somehow intact, and miraculously attached to a hand.

"Oh Ben!" she cried.

Unable to believe what he was hearing Kevin quickly moved in to finish uncovering the rest of the hero. His normally stoic face revealing uncharacteristic trepidation.

 _"_ _Tennyson You idiot! What were you thinking?"_ He thought as he frantically dug out an arm, " _Stupid, selfish, unthinking self-sacrificing jerk!"_

As he excavated each limb, a tendril of fear coiled tighter around his heart because each lay limp and unmoving, and every time Kevin touched a patch of exposed skin he had to suppress a flinch. No living human could possibly be this cold.

Finally, after what felt like an eternity the last of the debris was removed to reveal a crumpled form with a familiar green jacket. Gwen quickly checked for a heartbeat.

"He's alive!" she exclaimed joyously, nearly choking on her relief.

Yet despite Gwen's infectious enthusiasm, Kevin couldn't bring himself to join in just yet. There was something wrong with the way Ben's head lolled uselessly to the side, something not quite right with the color of his skin. He had seen Tennyson take a lot of hits, but nothing had ever made him look this lifeless.

He knelt cautiously beside the younger teen, striving to quench his rising sense of terror. Slowly, he leaned over, placing his ear next to the hero's blue tinged lips.

"Kevin?" Gwen questioned.

For the first few seconds, he convinced himself he couldn't hear anything because the pounding of his own heart was drowning out everything else, but he couldn't ignore the fact that he hadn't felt any exhalation of breath.

"He's not breathing!" he cried, shoving Gwen aside he snatched Ben from her arms to lay him flat on the ground.

"Don't you do this to me Tennyson!" Kevin shouted as he began frantic compressions, "If you die on me, I swear I'll kill you!"

But his threats fell on deaf ears, and Kevin was left pounding his fists on an empty chest.

Just as the Osmosian's anger was about to give way to despair, Gwen was there with a solution as she pulled his hands away from her cousin.

"Kevin stop! He may not be breathing, but his heart was still pumping a minute ago which means his mana hasn't left him yet. There's still time to save him, but you need to move."

 _"_ _Beautiful, clever Gwen."_ He thought helplessly, " _what would we do without you?"_

He moved back to give the red head room to work, watching in awe as she somehow found the strength to transform into her full anadite form.

"I can't keep this up for long, so I have to work fast." She explained, "I'm going to transfer some of our energy into Ben, it should be enough to stabilize him."

Nodding, Kevin gave her a grim smile, face set in determination. "Do it."

 _Whatever it takes…_

Reaching out into the cosmic energy of the universe, Gwen held fast to Ben's rapidly fading manna and slowly transfused it with their own. As the energy stream finished flowing into her cousin's body she fell back to the ground as herself. Kevin was waiting to catch her in his solid arms, and as one, they knelt beside their fallen friend.

"Come on Ben." Kevin whispered.

"Please." Gwen prayed.

As if they had said the magic words, Ben suddenly gave a shuddering breath, and his chest began to heave as his lungs began to make up for lost time. His eyes snapped open, revealing his vibrant green orbs snapped open before he suddenly jack-knifed upright, only to cry out and clutch his side in pain.

"Don't move yet Ben," Gwen told him through tears of relief, "we have to get you to Grandpa Max. He'll know what to do."

"Whoa slow down there Benji, you really had us going there." Kevin said with a watery smile, before remembering he wasn't supposed to care so much and hastily adding, "And here I was just getting used to the idea of finally getting some peace and quiet."

But their smiles began to falter when Ben only looked dazedly back and forth between the two with a vacant expression. Finally his eyes seemed to settle on his cousin, though he gave so sign of recognition.

"Elena…" he whispered, then his eyes rolled back and he collapsed into Gwen's waiting arms.

 **Hey guys! So this fic will be a multi-chapter one as you can tell, but updates will be sporadic, especially with Christmas coming up. I have the next couple of chapters outlined, so hopefully it won't take too long to get them up. Thanks for reading!**


	3. Chapter 3

It had been four days since the incident and Ben had yet to fully awaken. Sometimes he would call out for Elena, other times he would mutter some incoherent nonsense about forgiving him before drifting back off into a fitful sleep. He was constantly thrashing about, and he seemed to be having nightmares that even Gwen's powers couldn't soothe.

She was currently standing outside the Rust Bucket with her grandfather, discussing her cousin's recovery while Kevin kept watch over him inside.

"He should have woken up by now."

"Ben will be fine, he just needs time to recover from what he's gone through. Physically he is almost healed; it's his mental health that worries me." Max replied. Suddenly they heard banging and shouts from inside the Rust Bucket. _Ben._

Sprinting inside they found Ben having a fit while Kevin tried to restrain him unsuccessfully.

"A little help!" he grunted, desperation edging his words.

Ten minutes and one black eye later, they had managed to calm the hero down. Gwen had managed to hold him down long enough for Max to inject his grandson with a small dosage of a mild sedative. It wasn't enough to send the teen back into dreamland, but it did the trick. Almost instantly, Ben fell back onto his bed with a low moan, and panting, he gazed dully out at them from under heavy lids.

"He just woke up and started screaming and kicking," Kevin said wearily, holding an ice pack over his right eye, "he didn't seem to know where he was."

"Ben? Ben, can you hear me?" Max asked. For a second it seemed as though he would get no reply, the teenager's eyes were glossy and unfocused, Max wasn't even sure he had heard the question. "Ben-" he began again, but Ben's emerald green eyes suddenly locked onto his grandfather's with a surprising intensity.

"It hurts," he whispered, "it hurts! Please, help me!"

"Ben," Gwen answered, her voice cracking, "you're safe, tell us what hurts. We can help you." It hurt her to see her cousin like this, in pain and vulnerable. He never let them see when he was really hurting; it was the part of him that frustrated her the most. The fact that he was begging them to make his pain stop was almost unbearable.

He rapidly flicked his eyes over to his cousin, then to Kevin before landing back on Max. "Who… who are you?" Ben asked. The others looked at each other desperately.

"Don't you know who we are Ben?" Kevin asked him incredulously.

"No." he replied.

"I swear Tennyson, if this is some stupid prank, I'm gonna-", but Kevin's rant was derailed when Gwen held up a hand.

"Do you remember anything?" she asked in a fearful whisper.

Closing his eyes, Ben's face scrunched up in pain, "No…" he murmured, but then, "I- I remember her…Elena… she was crying and … I remember…" he cut off with a cry as the Ultimatrix started ging haywire. Shooting upright he clutched at his chest, head hanging over his knees.

He was screaming in agony, lost in a world of pain, and they had no idea how to stop it. They stood there, frozen as he looked up at them, empty eyes swimming with tears, but before they could do anything the Ultimatrix gave off a final spark and Ben collapsed back onto the bed, unconscious once more.

Gwen let out a gasp and took a step back shaking.

"What the hell just happened?" Kevin demanded.

"He doesn't remember us…" Gwen muttered, "Max why doesn't he know us?" Max suddenly looked extremely old.

"Memory loss isn't unexpected. In fact, it's quite common. The explosion, there was the possibility of trauma, but I had hoped… " Max trailed off.

"Max," Kevin began, "that can't be, I've seen Ben take bigger hits than this and walk away like they were nothing. And what was so traumatic about Elena? He's beaten Vilgax how many times now? Why is she any different?"

Max let out a heavy sigh, "You have to understand. Elena wasn't just any normal adversary; Ben had a personal connection with her that went back years. You remember when you three had to deal with her father, didn't he act differently? Wasn't he unsure of himself, vulnerable?"

"I suppose," Kevin started, "but –"

Max interrupted with a shake of his head, "You said Elena gave him a choice, either join her hive mind, or lose the two of you. Ben, of course, chose to sacrifice himself to save you, but I think there was more to it than that. This was personal for him." He sighed and looked steadily at the two teenagers who sat before him. "Ben loved her, and if I had to guess, I would say some part of him was tempted by her offer to be with her and leave everything else behind."

"What about Julie?" Gwen burst out in protest, "What about us? We weren't important enough for him to stay? How could he be so selfish?" She was nearly trembling with anger, and even though the rational part of her mind told her this was just her grief talking, she couldn't quite forgive her doofus of a cousin for being so stupidly self-sacrificing.

Holding up both hands in a form of surrender Max quickly pressed on. "Think about his life you two, it hasn't exactly been easy. That boy has been holding up the weight of this world and many others since he was ten years old. He's had to fight against the worst this universe has to offer." Pausing, he stole a solemn glance back over to his grandson, his mind years away, "I know what that responsibility feels like. It can destroy a person."

Momentarily silenced by her grandfather's admission, she and Kevin shared a look.

Shaking himself out of his reverie Max continued with a heavy heart, "I believe that the chance at something as simple as love with the person he first loved, free of all responsibility, was more tempting than anything else Ben has come across."

"But he didn't go through with it!" Gwen cried out indignantly, "He managed to stop her somehow, just like he always does." she trailed off confused and desperate, "I just- I just don't understand why he's like this."

"I think this lies beyond our understanding." Max said simply.

"So what now?" Keven asked.

"I believe I can answer that." A voice answered.

Startled the three humans turned to face the newcomer and found a small gray alien standing on the table.

Azmuth had arrived.

* * *

 **Hey, sorry this took so long, but I finally finished the next chapter. There will be one or two more and then this will be finished. Let me know what you think!**


	4. Chapter 4

**Chapter 4**

"Hmm." The creator of the Omnitrix hummed as he fiddled with the watch on the table. The others had filled him in on the situation and he had immediately set to work, removing the device from Ben's unconscious form while muttering under his breath about foolish human behavior.

Twisting and turning the dial, he set about restoring his device when suddenly it sprang to life beneath his hands. A screen was projected into the air and as Azmuth read through the lines of complex alien code, his large eyes widened further in shock. "Impossible!" he uttered.

"Well, what is it?" Kevin asked impatiently.

"If what I'm reading is correct, and it should be since I'm the one who programed the code, it appears as though Ben somehow had the watch scan Elena and her nanites, similar to how he scans in new alien species. Only the watch didn't just scan her genetic code, it absorbed it completely."

"Shouldn't that be impossible?" Gwen exclaimed at the same time Kevin asked, "How did he manage to do that?"

"Yes, it should be, but Ben has been known to do the impossible before. As for how he managed it, I'm afraid your guess is as good as mine."

"That doesn't explain his prolonged unconsciousness, or why he doesn't recognize us when he is awake." Max asked worry creasing his brow.

The alien before them sighed, "This is where it gets complicated. It would appear the sudden input caused the watch to overload resulting in some… unintended consequences."

"Like his memory loss?" Gwen ventured.

"Yes, among other things."

"Well? Spit it out already!" Kevin snarled.

The small alien suddenly seemed uncharacteristically hesitant. "It seems the overload triggered a defense mechanism as a last resort in order to save its host. Not only did it absorb the Nanite Queen and her army, it also absorbed Ben, or more specifically, a part of his consciousness."

"Azmuth." Gwen said slowly,struggling to take in this new information, "Ben's consciousness can't be in the watch. He's not comatose, he's moving, breathing, and he's even woken up a few times. What you're saying…it just can't be possible."

"I am well aware that Ben has exhibited certain signs of awareness, limited though they may be, however that does not change the fact that what I am saying is true. As you all know, the Ultimatrix has bonded with Ben in a way I never intended. It has integrated itself into his very DNA. The watch recognizes Ben as a part of itself rather than a completely separate host."

"So you're saying…"

"I'm saying, that while that body on the bed is alive and breathing and able to respond to external stimuli, it's acting completely on instinct. Ben's essence, as if were, is caught halfway between the Ultimatrix and his physical form, and his body simply wasn't built to endure that type of mental stress."

"So what's going to happen to him?"

"We need to get his mind back into his body as soon as possible. Those fits he's been having are a direct result of his body being unable to handle the mental strain of trying to exist in two places at once. It also explains why he hasn't recognized any of you. His systems are shutting down." He paused to let his last statement sink in before continuing. "Now, I've purged the Nanite Queen from the system, so it should be safe to reattach the watch to Ben."

"Should?"

"This is all uncharted territory!" Azmuth exclaimed angrily, "I may have designed the blasted device, but I never meant for it to be utilized in such an unorthodox way! It has led to unexpected outcomes no being could have ever possibly predicted! "

Sagging forward as though deflated the Galvan sighed once more, "In all likelihood, the transfer will work and Ben will be restored back to his body, however…there is still a significant chance that he may not come back the same as he was before… or he may simply not come back at all."

"No," Kevin said angrily, "Ben's too much of an attention hog to just live out the rest of his life in a watch. Besides, I'm not going to sit around and spoon feed him like a baby, even if he insists on acting like one half the time. Tennyson's coming back, even if I have to go in there and pull him out myself!"

"Thankfully, that won't be necessary." Azmuth replied dryly. "Just give me a few more minutes to finish up."

As Kevin and Gwen hovered over the alien, Max gazed down upon the device housing his grandson's mind with a solemn expression. Without conscious thought, he found himself moving to the back of the trailer to sit beside the prone form lying in the bed.

"Oh Ben." He pleaded sadly, leaning over to card his fingers through his grandson's hair. "Come back to us."

 **Author's Note: Okay, so there will be one more complete chapter and then an epilouge before this story concludes. Next chapter will be from Ben's point of view.**

 **Thanks to everyone who reviewed, I thought this story was never going to be finished, but you guys inspired me!**

 **Hope you like the latest chapter!**


	5. Chapter 5

**Chapter 5**

Ben awoke to the sound of a woman's voice and the feeling of a soft hand caressing his face. He felt his lips twitch upwards as he leaned into the touch. Without opening his eyes he tried to expand his other senses to get a feel for his surroundings. He was lying on his back spread eagled and there was a faint metallic taste in the back of his throat.

The voice was calling his name.

"Ben."

"Uggh." Came his eloquent response.

"It's time to wake up Ben."

Frowning his displease, he managed to turn his head towards the voice. Blinking slowly, he pried his heavy eyelids open to reveal the face the most beautiful woman he had ever seen.

"Elena?" he whispered, not quite daring to believe.

She smiled sweetly down at him, "Hey there sleepy head."

Standing before him was the Elena Valadez of his youth. Gone were the black horns and the blue skin. Her voice rang softly in his ears without the harsh metallic echo of the Nanite swarm. And her eyes… her eyes were no longer hard and full of cold malice, now they radiated warmth and life. This was Elena as he knew her, and she was every bit as beautiful as he remembered.

"How are you ali-?" Ben began as tears of relief and confusion flooded his eyes, but she cut him off with a gentle shushing noise.

"Not yet Ben." She pleaded, moving to lie down beside him. "Let's just enjoy this okay?" And closing her eyes she nestled herself beside him.

For a moment, Ben could only lay there, frozen in shock as he tried to process everything. _Elena is here,_ he thought dazedly, _she's here and_ _she's alive and we're together…_ Ben sent out a silent prayer that this wasn't some kind of cruel dream, but feeling her warmth and the movement of her body as she drew breath beside him was enough to ease his disbelief. Finally relaxing into her touch, he closing his eyes once more and turned to press his face into her hair smiling. "Yeah, okay."

How long they lay there together, Ben could not say, but eventually he opened his eyes again only to find her still miraculously there in his arms. She smiled up at him, that mischievous grin he knew so well, and he felt his heart swell within his chest. He opened his mouth to say something, when suddenly he felt a sudden jolting sensation spread throughout his body like lightning. Gasping, he shuddered and involuntarily released his hold on her curling inward.

"Ben?"

Another ripple swept through him, only now he could also feel something tugging at the back of his mind. _What…?_ Pushing himself upright, Ben forced himself to finally take in his surroundings as he sought to find the source of his discomfort and what he saw made him pause.

They weren't on Earth, of that he was sure. He had never seen his planet's sky to be such a vibrant green. Even the ground they sat on had flickers of green running thru it, as if there were lights buried beneath the earth. It was the same in every direction, an empty landscape of color disappearing into the far off horizon. For a second, he just stared into the endless expanse as he struggled to orient himself.

"Ben, what is it?" Elena asked again.

"I-I don't know." He muttered. With one hand on his head he tried to shake away the fog in his brain.

"Where are we?" he asked her.

She gave him a sideways glance, "You already know the answer to that." With a sad look in her eye, Elena stood and extended a hand out to him. "Come on hero."

For a split second, he was transported to another time, when another Elena before him, only her skin was as blue and cold as ice and the hand she had outstretched was black with vicious looking claws. He froze, caught off guard and suddenly wary, but when he looked up into her eyes he saw only compassion and a bit of impatience. He knew her.

Taking his hand, she pulled him to his feet, and together they surveyed the landscape, hands entwined. Just then, green lights began to pulse across the sky, streaking across like shooting stars. It was beautiful, in an alien sort of way.

"I know this place." He said quietly.

"Well I would certainly hope so." Came the teasing reply.

Ben turned to face her and took her other hand. "Elena, what happened?"

"Don't you know?" she asked quizzically, and at his lack of response she laughed. Ben had almost forgotten what it sounded like. "You saved me dummy." Slowly, she brought his hand up to hold her face. "I wanted to thank you."

Ben felt his heart squeeze as he felt an inexplicable sense of sadness rush through him, and he searched her face earnestly. "Why does that feel like you're saying good-bye?"

"Because it is." She told him simply, as if it were the most obvious thing in the world. "Because we can't stay here and because people out there need you more than I do."

Frustrated by her blasé response Ben cried out, "And what about what I need?" gripping her hands tightly he pulled her closer, "Doesn't my opinion count for anything?"

"Oh Ben." She smiled sadly, "You were always too stubborn for your own good. You're head-strong and overconfident… but the one thing you never were was selfish."

"Don't- " Ben faltered as another jolting sensation rocked him through him, forcing him backward.

"It's time for you to go Ben." She said letting his hands drop.

"Elena wait!"

They were both crying now, and he knew he couldn't stop whatever force was pulling him away.

But Ben refused to leave just yet. Bracing himself, he found the strength to push himself forward and wrap his arms around the woman standing before him. "Not yet."

She smiled up at him, eyes swimming with tears, "Like I said, stubborn."

"Only when it matters." He told her.

"I love you Ben Tennyson."

"I love you too." And in their last moments of paradise, their lips met for one final time.

"Now go be a hero." She whispered as they parted, and then she let him go.

 **Author's Note:**

 **The penultimate chapter! Only the epilogue is left! Hope you enjoyed!**


	6. Chapter 6

Two weeks had passed since the incident. Two weeks since the explosion in the warehouse. Two weeks since the Nanite Queen had tried to kill him and his family. Two weeks since he had been with Elena for the final time. Ben contemplated all of this numbly as he lay back on his bed watching the stars fly by his window. They were currently on their way to some planet he had already forgotten the name of, to help prevent a potential civil war between two rival species. Only two weeks since his heart had been ripped out, but heroes didn't have time for heartbreak. He continued his sightless gazing into space, one hand tucked beneath his head as he lost himself in thought.

After his kiss with Elena, he had awoken to find himself in the Rustbucket surrounded by his grandpa, Gwen, Kevin, (and much to his bewilderment) Azmuth, who stood on his chest looking down at him with a smug smile.

They were all quick to fill him in about all that had happened since the explosion, which had prompted Azmuth to launch into a pompous, long winded explanation about something that Ben hardly understood a word of. Not that it really mattered. Ben was too caught up in his own thoughts to even try to listen to what the others were saying. He honestly didn't care what had happened, or that he had apparently been in a coma for the last few days. His mind kept wandering back to that empty green landscape. Max was the first to realize he might be overwhelmed and quickly ushered the others away. Surprisingly, Azmuth had been the last to leave.

As the tiny alien looked at him Ben found the creator's eyes seemed to reflect his own sorrow. "It doesn't do one any good to dwell on the past Tennyson." Then he turned and departed, leaving Ben alone with his thoughts.

But already that day seemed like a lifetime ago. He was currently supposed to be resting, Kevin had practically thrown him into the room under threat of painful consequence should he not get some actual sleep before they arrived. He hadn't slept well since waking up, and any rest he did manage was restless and fitful. He somehow ended waking up more exhausted than before.

Yet even as he thought of thought of the elusiveness of sleep, the exhaustion of the past few weeks caught up to him and he felt his eyes drift shut as he was lost in oblivion.

* * *

He was back in the unending landscape of green. He stood alone atop a structure that glowed with an unnatural light. He knew this place, but it was missing something. It was missing _someone_.

Something in Ben told him to wait, and so he did. He stood alone for an eternity, waiting for something he could not name, yet he felt confident they would come. A woman now stood beside him, and she had always been there though he hadn't noticed until now.

As he turned to look upon her figure he found he recognized her immediately even though her features were obscured. "I knew you'd come."

The woman laughed, "You always have to have the last word don't you?"

He pulled her to him, "I've missed you." And he was suddenly overcome with an intense sensation of desperation and longing. She had been lost, but now she was found.

"I know." She answered simply. Then she moved to look up at him and press a hand to his cheek.

He drank in the sight of her.

He was suddenly struck by the thought that once he left this place he would never see her again. An inexplicable certainty he could not explain. It seemed she knew it too. And yet, despite this, he did not feel sorrowful, only a sense of peace and perhaps a bit of wistfulness. He knew she could not stay.

Closing his eyes, he bent his head to rest against hers, leaning into her touch as he went. He smiled into her hand and she smiled in response though he could not see, and for a moment, everything was right.

* * *

Ben awoke slowly, blinking unshed tears from his eyes. He had been dreaming about someone, a good dream too. He felt more refreshed and rested than he had in weeks. Suddenly light was streaming in from the doorway.

"Hey Tennyson, Gwen said we'll be there in ten- whoa man, are you okay?" Kevin asked as he took in Ben's tear stained face.

"I'm fine Kevin." He replied softly as he sat up, but he did nothing to wipe away his tears.

Kevin fidgeted in the doorway, obviously uncomfortable, "You sure? Cause if you-"

"Really Kev." Ben cut him off, "I'm okay… it was just a dream."

"Okay…uhh, anyway, we'll be landing soon, be on the bridge in 10." Then he was gone, closing the door behind him.

Ben turned to look back out his window at the brilliance of the passing stars. Closing his eyes, he clung to the lingering feeling of a warm hand pressed against his cheek.

"A beautiful dream." He whispered, and for the first time in two weeks, Ben smiled.

* * *

 **Author's Note:**

 **It's finally finished! It took a year, but still...**

 **I'm so happy it's finally complete! I have new respect for authors who can churn out 20+ chapter fics like it's nothing.**

 **Anyway, let me know what you think!**


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